This article provides an overview of the field of business ethics.

ABSTRACT:The distinction between what I call nonelective obligations and discretionary obligations, a distinction that focuses on one particular thread of the distinction between perfect and imperfect duties, helps us to identify the obligations that carry over from principals to agents. Clarity on this issue is necessary to identify the moral obligations within “shareholder primacy”, which conceives of managers as agents of shareholders. My main claim is that the principal-agent relation requires agents to fulfill nonelective obligations, but it does not always (...) require discharging discretionary obligations. I show that the requirement to fulfill nonelective obligations is more far-reaching than has been acknowledged by most defenders and critics of shareholder primacy. But I also show that managers are not bound by certain discretionary obligations like charity, showing that their moral obligations are more circumscribed than the obligations that apply to human beings in general. (shrink)

We offer a precautionary account of why business managers should proactively rethink about what kinds of automation firms ought to implement, by exploring two challenges that automation will potentially pose. We engage the current debate concerning whether life without work opportunities will incur a meaning crisis, offering an argument in favor of the position that if technological unemployment occurs, the machine age may be a structurally limited condition for many without work opportunities to have or add meaning to their lives. (...) We term this the axiological challenge. This challenge, if it turns out to be persuasive, leads to a second challenge, to which managers should pay special attention: the teleological challenge, a topic especially relevant to the broad literature about corporate purpose and governance. We argue that both the shareholder profit-maximization model and its major alternative, stakeholder theory, are insufficient to address the meaning crisis. Unless rebutted, the two challenges compel business leaders to proactively rethink the purpose of business for future society. Otherwise, businesses will be contributors to a major ethical crisis and societal externality in the coming society. (shrink)

With the blossoming of research on corporate social performance, the data produced by Kinder, Lydenberg, Domini have become the standard to measure firms’ social and stakeholder actions. However, to date, only a few studies have focused on examining the data directly, and have done so largely in terms of validating the concepts and methods in the data set’s construction. The present study seeks to complement these efforts by contributing knowledge about what the KLD data report on firms’ actions toward primary (...) and secondary stakeholders, and the dimensions of CSP that firms generally engage in, together or sequentially. With data on 3,073 firms over the period 2000-2010, results show that firms expend more resources on garnering strengths in primary stakeholder dimensions, although this trend is sharply deteriorating to the benefit of secondary stakeholders—notably the natural environment. Results also show that firms generally approach CSP with a mixed behavior, with strengths and concerns in the same dimensions, especially as it pertains to secondary stakeholders. These are the same dimensions in which firms show the longer, more intrinsic commitments, suggesting that secondary stakeholder strengths and concerns may be structural in nature. However, there is also evidence of relationships across dimensions, indicating that firms’ involvement in CSP can generate momentum. The rich implications of these findings are discussed. (shrink)

According to Palazzo and Scherer, the changing role of business corporations in society requires that we take new measures to integrate these organizations into society-wide processes of democratic governance. We argue that their model of integration has a fundamental problem. Instead of treating business corporations as agents that must be held accountable to the democratic reasoning of affected parties, it treats corporations as agents who can hold others accountable. In our terminology, it treats business corporations as “supervising authorities” rather than (...) “functionaries.” The result is that Palazzo and Scherer’s model does not actually address the democratic deficit that it is meant to solve. In order to fix the problem, we advocate removing business corporations from any policymaking role in political CSR and limiting participation to political NGOs and other groups that meet the standards we set out for a politically representative organization (PRO). (shrink)

Abstract:Boundaryless careers may be beneficial to people with rare and valuable skills, but might prove harmful to many others. The idea ofemployabilityas an ethical responsibility of employers to employees is introduced; it is argued that attention to employability in private practice and public policy partially resolves the ethical problems inherent to in boundaryless careers. Because employability programs are considered to be voluntary, some means of holding employers accountable for such responsibilities needs to be considered when discussing boundaryless careers. Implications for (...) practice and public policy are also discussed. (shrink)

ABSTRACT:Many scholars and managers endorse the idea that the primary purpose of the firm is to make money for its owners. This shareholder wealth maximization objective is justified on the grounds that it maximizes social welfare. In this article, the first of a two-part set, we argue that, although this shareholder primacy model may have been appropriate in an earlier era, it no longer is, given our current state of economic and social affairs. To make our case, we employ a (...) utilitarian moral standard and examine the apparent logical sequence behind the link between shareholder wealth maximization and social welfare. Upon close empirical and conceptual scrutiny, we find that utilitarian criteria do not support the shareholder model; that is, shareholder wealth maximization is only weakly linked to social welfare maximization. In view of the dubious validity of this sequential argument, we outline some of the features of a superior corporate objective—a variant of normative stakeholder theory. In the second article, we will advance and defend our preferred alternative and then discuss some institutional arrangements under which it could be implemented. (shrink)

The popularity of the stakeholder model has been achieved thanks to its powerful visual scheme and its very simplicity. Stakeholder management has become an important tool to transfer ethics to management practice and strategy. Nevertheless, legitimate criticism continues to insist on clarification and emphasises on the perfectible nature of the model. Here, rather than building on the discussion from a philosophical or theoretical point of view, a different and innovative approach has been chosen: the analysis will return to the origin (...) of stakeholder theory and will keep the graphical framework firmly in perspective. It will confront the stakeholder model’s graphical representation to the discussion on stakeholder definition, stakeholder identification and categorisation, to re-centre the debate to the strategic origin of the stakeholder model. The ambiguity and the vagueness of the stakeholder concept are discussed from managerial and legal approaches. The impacts of two major shortcomings of the popular stakeholder framework are examined: the boundaries and the level of the firm’s environment, and the ambivalent position of pressure groups and regulators. Working pragmatically, with a focus on the managerial and organisational perspective, an attempt is made to clarify the categorisations and classifications by introducing new terminology with a distinction between stakeholders, stakewatchers and stakekeepers. The analysis will finally lead to a proposed upgraded and refined version of the stakeholder model, with incremental ameliorations close to Freeman’s original model and a return of focus to its essence, the managerial implications in a strategic approach. (shrink)

This article approaches the field of business ethics from a Nietzschean vantage point, which means explaining the weakness of the field by means of providing an etiological account of the values esteemed by the decadent business ethicists therein. I argue that such business ethicists have wandered from their immanent philosophical ground to act as scientists, business persons, and preaching-moralists as a way of evading their human self-contradictions. In actuality, this fleeing exacerbates them into a sickness of self-idolatry and selfloathing. I (...) bring in Nietzsche's approach to the value of truth and his ascetic priest figure to get to the origin of this problem. Moreover, I attend throughout to delimiting the field of business ethics as that branch of ethics that can be taught in business schools. Indeed, the article itself is a movement in this direction, being inherently and intentionally philosophical. (shrink)

Stakeholder theory is widely recognized as a management theory, yet very little research has considered its implications for individual managerial decision-making. In the two studies reported here, we used stakeholder theory to examine managerial decisions about balancing stakeholder interests. Results of Study 1 suggest that indivisible resources and unequal levels of stakeholder saliency constrain managers’ efforts to balance stakeholder interests. Resource divisibility also influenced whether managers used a within-decision or an across-decision approach to balance stakeholder interests. In Study 2 we (...) examined instrumental and normative implications of these two approaches. We conclude by considering the contributions of this research. (shrink)

This article argues that shareholder primacy cannot be defended on the grounds that there is something special about the position of shareholders that grounds a right to preferential treatment on part of management. The notions of property and contract, traditionally thought to ground such a right, are now widely recognized as incapable of playing that role. This leaves shareholder theorists with two options. They can either abandon the project of arguing for their view on broadly deontological grounds and try to (...) advance consequentialist arguments instead, or they can search for other morally relevant properties that could ground shareholder rights. The most sustained argument in the latter vein is Marcoux’s attempt to show that the vulnerability of shareholders mandates that managers are their fiduciaries. I show that this argument leads to the unacceptable conclusion that it would be unethical for corporations to make incomplete contracts with nonshareholding stakeholders. (shrink)

This section aims to summarize and conclude Part I in the form of a taxonomy of legitimate and illegitimate corporate moral responsibility attributions. I believe we can categorise four types of corporate moral responsibility attributions two of which are legitimate and two which are illegitimate with regard to our concept of moral agency and our moral intuition of fairness.

Stakeholder theorists have generally misunderstood the nature and ramifications of the fiduciary responsibilities that corporate directors owe their stockholders. This fiduciary duty requires the exercise of care, loyalty, and honesty with regard to the financial interests of stockholders. Such obligations do not conflict with the normative goals of stakeholder theory, nor, after a century of case law that includes Dodge Bros. v. Ford, do fiduciary responsibilities owed shareholders prevent managerial policies that are generous orsensitive to other corporate stakeholders. The common (...) law recognizes a multitude of legal relationships between various corporateconstituents, and fiduciary duties are only a subset of the obligations that arise from these relationships. This article argues that statuteand case law can bring comparable legal protection to constituents other than stockholders, and suggests ways that these protectionsmight be further strengthened. Implications for management education are also discussed. (shrink)

Although not always termed “organizational justice,” the fairness of organizations has been a consistent concern of management thinkers. A review of the 1900–1965 time period indicates that management theorists primarily conceptualized organizational justice in utilitarian terms, although each theory emphasized distributive and procedural justice to different degrees. There is clearly a need for contemporary scholars to consider non-economic rationales for organizational justice, but the willingness of earlier scholars to make utilitarian arguments about organizational justice and productive efficiency helped legitimize the (...) idea of fairness in organizations as an arbiter of value. Further, each theory tempered absolute managerial autonomy with some inherent check thereon. Researchers interested in organizational justice should therefore take a historical perspective in considering how management theory includes consideration of justice-related concerns. (shrink)

This article is about the relationship between business and ethics in academic research. The purpose of this investigation is to examine the status of the separation and the integration theses. In the course of this article, I defend the claim that neither separation nor integration is entirely accurate; indeed they are both potentially confusing to our audience. A strategy of reconciliation of normative and descriptive approaches is proposed. The reconciliation project does not entail synthesizing or dividing prescriptive and empirical approaches, (...) but rather respecting the identity of both inquiries, while recognizing the limitations they place on each other. The research agenda of the reconciliation project is discussed. (shrink)

Henry Hansmann has claimed we have reached the “end of history” in corporate law, organized around the “widespread normative consensus that corporate managers should act exclusively in the economic interests of shareholders.” In this paper, I examine Hansmann’s own argument in support of this view, in order to draw out its implications for some of the traditional concerns of business ethicists about corporate social responsibility. The centerpiece of Hansmann’s argument is the claim that ownership of the firm is most naturally (...) exercised by the group able to achieve the lowest agency costs, and that homogeneity of interest within the ownership group is the most important factor in achieving lower costs. He defends this claim through a study of cooperatives, attempting to show that homogeneity is the source of the competitive advantage most often enjoyed by shareholders over other constituency groups, such as workers, suppliers and customers, when it comes to exercising control over the firm. Some business ethicists, impressed by this argument, have taken it to be a vindication of Milton Friedman’s claim that profit-maximization is the only “social responsibility” of management. I would like to suggest that this conclusion does not follow, and that the “Hansmann argument” lends itself to a less minimalist view, what I refer to as a “market failures” approach to business ethics. (shrink)

The concept of the ‘stakeholder’ has become central to business, yet there is no common consensus as to what the concept of a stakeholder means, with hundreds of different published definitions suggested. Whilst every concept is liable to be contested, for stakeholder research, this is problematic for both theoretical and empirical analysis. This article explores whether this lack of consensus is conceptual confusion, which would benefit from further debate to try to reach a higher degree of elucidation, or whether the (...) stakeholder concept is essentially contested, rendering the quest to seek a singular definition unfeasible. The theory of essentially contested concepts was proposed by Gallie (Proc Aristot Soc 56:167–198, 1956 ). The seven criteria Gallie prescribes for evaluating essentially contested concepts are applied to the stakeholder concept. The analysis suggests that this concept is an essentially contested concept and this explains the degree of definitional variation. (shrink)

Stakeholder theory, as a method of management based on morals and behavior, must be grounded by a theory of ethics. However, traditional ethics of justice and rights cannot completely ground the theory. Following and expanding on the work of Wicks, Gilbert, and Freeman (1994), we believe that feminist ethics, invoking principles of caring, provides the missing element that allows moral theory to ground the stakeholder approach to management. Examples are given to support the suggested general principle for making business decisions (...) under feminist moral theory. (shrink)

Managers have a unique fiduciary responsibility to shareholders of a firm that implies a set of ethical obligations. At a minimum, managers are required to protect shareholder’s interests when other stakeholders are unaffected by their decision. This ethical imperative has been established in the literature. In cases of conflicts of interest between managers and shareholders, the board of directors of the firm has an ethical obligation to shareholders. The structure of the board can affect its ability to fulfill this obligation. (...) Two specific cases where managerial actions have been argued to be unethical are the adoption of classified boards and poison pills. In this study, we empirically analyze the role of board structure in protecting shareholder rights in the specific case of antitakeover provisions. We test this question on a sample of firms whose shareholders have voted to remove antitakeover provisions and find that independent, focused boards are more likely to accede to shareholder resolutions than are less independent boards. Board size is also important and related to other board structures. We draw implications of this finding for future research on the ethics of board governance.What’s really needed is a change in mindset—one that fosters not only a culture of compliance but also a company-wide environment that fosters ethical behavior and decision-making.—William H. Donaldson, SEC Chairman (2004). (shrink)

ABSTRACT:Debates about the ethics of executive compensation are dominated by familiar themes. Many writers consider whether the amount of pay CEOs receive is too large—relative to firm performance, foreign CEO pay, or employee pay. Many others consider whether the process by which CEOs are paid is compromised by weak or self-serving boards of directors. This paper examines the issue from a new perspective. I focus on the dutiesexecutives themselveshave with respect totheir owncompensation. I argue that CEOs’ fiduciary duties place a (...) moral limit on how much compensation they can accept, and hence seek in negotiation, from their firms. Accepting excessive compensation leaves the beneficiaries of their duties (e.g., shareholders) worse off, and thus is inconsistent with observing those duties. (shrink)

Abstract:The purpose of this paper is to suggest that at least one strain of what has come to be called “stakeholder theory” has roots that are deeply libertarian. We begin by explicating both “stakeholder theory” and “libertarian arguments.” We show how there are libertarian arguments for both instrumental and normative stakeholder theory, and we construct a version of capitalism, called “stakeholder capitalism,” that builds on these libertarian ideas. We argue throughout that strong notions of “freedom” and “voluntary action” are the (...) best possible underpinnings for stakeholder theory, and in doing so, seek to return “stakeholder theory” to its managerial and libertarian roots found in Freeman (1984). (shrink)

Contrary to stockholder theories that place the interests of profit-seeking owners above all else, stakeholder theorists argue that corporate executives have moral and ethical obligations to consider equally the interests of a wide range of stakeholders affected by the actions of a corporation. This paper argues that the stakeholder approach is particularly appropriate for the governance of news media companies and outlines an ethical framework to guide news company executives.

Michael Walzer is one of the most distinguished political philosophers and social critics of this century. His ideas have had great import and influence in political philosophy and political discussion, yet very few of his ideas have been incorporated explicitly into the business ethics literature. We argue that Walzer’s work provides an important conceptual canvas for business ethics scholars that has not been adequately explored. Scholars in business ethics often borrow from political theory and philosophy to generate new insights and (...) develop new substantive contributions. Many valuable theoretical resources are already used extensively—particularly Aristotle, Kant, Marx and a variety of utilitarian philosophers. Walzer offers another set of resources to bring to the conversation of what business ethics is and how business ethicists add value. This paper provides an opportunity to delve further into Walzer’s writings, particularly themes that are tied to business ethics, and to illustrate how his ideas can be extended to reshape our understanding of the field and develop new perspectives on ethical issues in commerce. (shrink)

Markets, corporations, shareholding, management, law, and ethics are all human constructs. A human element seems essential to their existence. Yet, the predominant conception of shareholders as used in academia as well as the business world is thin, generic, and inanimate. This article argues that a thick conception of shareholders as human beings is needed to legitimize and improve managerial decision making under value pluralism, accurately reflect empirical reality of capital markets, and meet moral demands to respect the dignity of the (...) human person. Drawing on the philosophical idea of thick evaluative concepts, the article explores how this idea can be applied to shareholders and begins to examine some of the implications of considering shareholders’ humanity for the responsibilities of and relationships between managers and shareholders. (shrink)

Stockholder and stakeholder perspectives have been positioned in the literature as being in tension, and thus a potential source of innovation and change. However, researchers have overlooked a systematic examination of this presumption in theory and in practice. This study explores the ways that stockholder and stakeholder assumptions are presented by theorists and compares these with expressions of stockholder and stakeholder perspectives used by firms in practice. We argue that theoretical entrenchment dichotomizing these perspectives has disrupted the ability of researchers (...) to leverage this tension. While scholarship remains trapped in a vicious cycle, we also argue that firms in practice express only the acceptance dimension of a virtuous cycle. Our empirical research demonstrates that firms accept and accommodate the paradoxical tension between managing for stockholders versus balancing the interests of stakeholders. This is evidenced by strategies we identify as book‐ending, cadence, continuous and simultaneous co‐mingling, and hybridization. We find that in practice these tensions are more integrated whereas in theory they are treated as more distinct and, often, in conflict. We suggest ways in which both scholarship and practice can better leverage tension as paradoxical opportunity. (shrink)

ABSTRACT:The UN Framework on Human Rights and Business comprises the State’s duty to protect human rights, the corporate responsibility to respect human rights, and the duty to remedy abuses. This paper focuses on the corporate responsibility to respect. It considers how to overcome obstacles, arising out of national and international law, to the development of a legally binding corporate duty to respect human rights. It is argued that the notion of human rights due diligence will lead to the creation of (...) binding legal duties and that principles of corporate and tort law can be adapted to this end. Furthermore, recent legal developments accept an “enlightened shareholder value” approach allowing corporate managers to consider human rights issues when making decisions. The responsibility to respect involves adaptation of shareholder based corporate governance towards a more stakeholder oriented approach and could lead to the development of a new, stakeholder based, corporate model. (shrink)

This paper examines the shareholder primacy norm as a widely acknowledged impediment to corporate social responsibility and explores the role of business schools in promoting the SPN but also potentially as an avenue for change by addressing misconceptions about shareholder primacy and the purpose of business. We start by explaining the SPN and then review its status under US and UK laws and show that it is not a likely legal requirement, at least under the guise of shareholder value maximization. (...) This is in contrast to the common assertion that managers are legally constrained from addressing CSR issues if doing so is inconsistent with the economic interests of shareholders. Nonetheless, while the SPN might be muted as a legal norm, we show that it is certainly evident as a social norm among managers and in business schools—reflective, in part, of the sole voting rights of shareholders on corporate boards and of the dominance of shareholder theory—and justifiably so in the view of many managers and business academics. We argue that this view is misguided, not least when associated with claims of a purported legally enforceable requirement to maximize shareholder value. We propose two ways by which the influence of the SPN among managers might be attenuated: extending fiduciary duties of executives to non-shareholder stakeholders and changes in business school teaching such that it covers a plurality of conceptions of the purpose of the corporation. (shrink)

Tokenistic short-term economic success is not good indicia of long-term success. Sustainable business success requires sustained existence in a corporation's political, economic, social, technological, legal and environmental contexts. Far beyond the traditional economic focus, consumers, governments and public interest groups alike increasingly expect the business sector to take on more social and environmental responsibilities. Corporate social responsibility (CSR) is the model in which economic, social and environmental responsibilities are fulfilled simultaneously. However, there is insufficient empirical evidence that demonstrates genuine widespread (...) adoption of CSR in practice, and its underlying reasons. Though research in CSR has been rapidly growing, its commercial reality and implications need to be further improved if it is to inspire corporations to voluntarily adopt CSR. In the literature, Carroll's four-dimensional (economic, legal, ethical and discretionary) CSR framework offers a theoretical basis for developing an empirically based model to explain why and how profit-motivated managers take up CSR voluntarily. Our study has developed a structural equation model to identify the key factors and their interactions that influence economically motivated managers to take on voluntary CSR, and validate Carroll's four-dimensional construct. The results support Carroll's four-dimensional CSR framework, with the exception of the link pertaining to the relationship between economic and discretionary/voluntary responsibility. This characterises the economic reality that financial market-driven economic responsibility does not automatically translate into social responsibility. Nevertheless, the empirical results demonstrate that corporations can be led to engage in more voluntary CSR activities to achieve social good when appropriate legal and ethical controls are in place. (shrink)

The recent financial meltdown in the US mortgage markets and the ongoing budgetary crises in Europe suggest that we are at an economic and ethical crossroads. What has caused the problems? Do we need to rethink in some fundamental way our ethical notions and some of our practices? These questions clearly are not separable, for, as I shall argue, some of our ideas about corporate responsibilities, technological innovations, and nation states’ ability to regulate corporations have been a cause of the (...) recent problems. Key ethical notions need to be rethought. (shrink)

This paper argues that business can be helpfully conceived of as a mediating institution. Drawing upon neo-conservative theology, the author argues that mediating institutions serve a vital function in a free society to provide social justice out of an expanded civil society and provide a framework for a flourishing free market. Such institutions also nourish the attitudinal orientation of solidarity in applying the principle of subsidiarity by which self-interest becomes fulfilled through concern for others.The author further argues that businesses also (...) be conceived of as mediating institutions and thereby be held to criteria of meeting associationalneeds. In addition to normative reasons for revising the social contract so that businesses do serve the role of mediating institutions, contemporary management theories demonstrate that businesses can also meet their social obligations of creating wealth while meeting associational needs. (shrink)

Abstract:Shareholders’ relationship to the firm is a central theme in corporate governance, yet the investors’ perspective has been virtually ignored in governance research. This paper attempts to explain the previously unexplored role of trust in the investor decision-making process. The proposed model suggests that trust acts as the antecedent of the risk variable in existing investor decision-making models. Stock ownership involves both financial and ethical risk, which by definition requires some level of implicit trust in management and the market.

We theorize that, in the current development of business ethics, there is a fruitful evolution that dissolves the dichotomy between the normative and behavioral research approaches developed, respectively, by philosophers and social scientists; this approach avoids many of the limitations originated by such distinction by reconnecting their two separate narratives. We call this emerging research model Humanistic Business Ethics (HBE) as it emphasizes the centrality of the human dimension of business and the importance of adopting a richer concept of humanity (...) in business ethics research. We argue that this specific research model in business ethics emerges when scholars combine a pragmatist philosophical approach with some key ideas coming from stakeholder theory, which we summarize and connect. By leveraging collaboration across ethics, economics, psychology, and entrepreneurship, HBE can help business and society scholars undertake fruitful inquiries into the way business works (and should work) at its best. (shrink)

In early writings, stakeholder theorists supported giving all stakeholders formal, binding control over the corporation, in particular, over its board of directors. In recent writings, however, they claim that stakeholder theory does not require changing the current structure of corporate governance and further claim to be “agnostic” about the value of doing so. This article’s purpose is to highlight this shift and to argue that it is a mistake. It argues that, for instrumental reasons, stakeholder theorists should support giving all (...) stakeholders control over the corporation, in the form of control over its board. That is, stakeholder theorists should support stakeholder democracy over the status quo. A larger goal of this article is to steer the conversation about stakeholder theory toward questions of governance and control. Stakeholder theorists tend to sidestep these questions, but it is vital that they be addressed. (shrink)

Stakeholder theory usually focuses on the moral responsibility of corporations towards their stakeholders. This article takes the reverse perspective to shed light on the moral responsibility of stakeholders—specifically, investors or 'financiers'. It explicates a distinction between two types of financiers, creditors and shareholders. Many intuitively judge that shareholders have greater or more extensive moral responsibility for the actions of the corporations they invest in than do bondholders and other creditors. Examining the merits of possible arguments for or against treating owners (...) and creditors differently elucidates which arguments can support the moral duties of investors generally, and different duties for different groups of investors specifically. The paper considers three possible lines of arguments, rooting investors' responsibility, respectively, in how they enable corporate conduct, how they benefit from it, and to what extent they are complicit in it. The paper argues that a notion of complicity is the only tenable ground for holding investors liable; sketches an account of complicity based on the recent philosophical literature on collective intention and collective action; and concludes that shareholders but not creditors can generally be seen as complicit on this account. (shrink)

Abstract:Work on stakeholder theory has proceeded on a variety of fronts; as Donaldson and Preston (1995) have noted, such work can be parsed into descriptive, instrumental, and normative research streams. In a normative vein, Phillips (1997) has made an argument for a principle of fairness as a means of identifying and adjudicating among stakeholders. In this essay, I propose that a reconstructed principle of fairness can be combined with the idea of consent as outlined in integrative social contract theory (ISCT) (...) to bring about a more normative stakeholder theory that also has ramifications for corporate governance. (shrink)

Abstract:Work on stakeholder theory has proceeded on a variety of fronts; as Donaldson and Preston (1995) have noted, such work can be parsed into descriptive, instrumental, and normative research streams. In a normative vein, Phillips (1997) has made an argument for a principle of fairness as a means of identifying and adjudicating among stakeholders. In this essay, I propose that a reconstructed principle of fairness can be combined with the idea of consent as outlined in integrative social contract theory (ISCT) (...) to bring about a more normative stakeholder theory that also has ramifications for corporate governance. (shrink)

Abstract:This essay examines how normative theories of enterprise can be strengthened by incorporating the empirical study of motivation into the theory-development process. The link between moral conduct and motivation in the literature is reviewed, the framework for Motivational Appeal Analysis introduced and applied, and implications for theory and research are discussed.

Is business intimately related to ethics or can the two be separated? I argue that examining this question by focusing on how the two areas might be separated is logically flawed. Examining how business and ethics are connected, however, can bear fruit. This examination shows that business is a proper subset of ethics. Understanding this intimate connection has two practical benefits. It removes the seemingly incommensurable conflict between financial and ethical responsibilities of managers and it gives us new and positive (...) insights into Milton Friedman’s view that the social responsibility of business is to increase its profits. (shrink)

ABSTRACT:Corporate governance scholarship focuses on executive malfeasance, specifically its antecedents and consequences. Academic efforts primarily focus on prevention while practitioners are often left to hold firms and executives (including directors) accountable through a variety of sanctions. Even so, executive malfeasance still occurs even in the face of the vast resources used to monitor, control, and penalize firms and executives. In this paper, we posit equity markets do not adequately penalize firms for inaccurate earnings reports. Using a sample of 129 firms (...) identified by the U.S. General Accounting Office for reporting fraudulent earnings in 10K filings, we found support for our assertion. Consequently, the one party who may benefit but escape accountability is firm shareholders. Moreover, we find little empirical evidence that the subset of firms sanctioned by the SEC is penalized more heavily than the full sample by markets at the time they report and correct their 10K filings. Our results raise serious questions whether such managerial opportunism can be eradicated given the apparent lack of consequences in equity markets for investors. We also question whether the SEC is able to discern between fraud and error in financial reporting and its implications. (shrink)

Abstract:After a decade of intensive debate, stakeholder ideas have come to exert a significant influence on academic management thinking, but normative stakeholder theory itself appears to be in considerable disarray. This paper attempts to untangle the confusion and to prepare the ground for a more productive approach to the normative stakeholder problem. The paper identifies three distinct kinds of normative stakeholder theory and three different levels of claim that can be made by such theories, and uses this classification to argue (...) that stakeholder theorists have consistently pitched their sights either too high or too low to engage effectively with the rival shareholder theory. To the extent that they have their sights too high they have also undermined their own position by sacrificing credibility and introducing major problems of derivation. (shrink)

The normative foundations of the investor centered model of corporate governance, represented in mainstream economics by the nexus-of-contracts view of the firm, have come under attack, mainly by proponents of normative stakeholder theory. We argue that the nexusof- contracts view is static and limited due to its assumption of price-output certainty. We attempt a synthesis of the nexus-of-contracts and the Knightian views, which provides novel insights into the normative adequacy of the investor-centered firm. Implications for scholarship and management practice follow (...) from our discussion. (shrink)

In this paper, I argue for the ethics of business based on the way that business activity may embody a vocation to partake in “the Good.” Following a Platonist framework for ethics and recent work on vocations by Robert M. Adams, I argue that understanding the ethics of vocations allows us to avoid the charges that business persons have to do something more for others—often couched in terms of social responsibility, sustainability, or consideration of stakeholders—in order to legitimize their careers (...) ethically. Rather, I claim, the ethics of a business vocation, as in any vocation, rests first and foremost in the way that a person pursues projects that answer an invitation to partake in the good things of this world. Thus, the promotion of the well-being of others, while ethically admirable and constitutive of some vocations, is not fundamental for understanding the ethics of vocations themselves, even in business. There are important implications for the ethics of markets, and I also consider a recent challenge to my approach that claims that true business vocations demand a more direct promotion of the well-being of others. (shrink)

ABSTRACT:Corporate governance scholarship focuses on executive malfeasance, specifically its antecedents and consequences. Academic efforts primarily focus on prevention while practitioners are often left to hold firms and executives (including directors) accountable through a variety of sanctions. Even so, executive malfeasance still occurs even in the face of the vast resources used to monitor, control, and penalize firms and executives. In this paper, we posit equity markets do not adequately penalize firms for inaccurate earnings reports. Using a sample of 129 firms (...) identified by the U.S. General Accounting Office for reporting fraudulent earnings in 10K filings, we found support for our assertion. Consequently, the one party who may benefit but escape accountability is firm shareholders. Moreover, we find little empirical evidence that the subset of firms sanctioned by the SEC is penalized more heavily than the full sample by markets at the time they report and correct their 10K filings. Our results raise serious questions whether such managerial opportunism can be eradicated given the apparent lack of consequences in equity markets for investors. We also question whether the SEC is able to discern between fraud and error in financial reporting and its implications. (shrink)

There has, in recent decades, been considerable scholarship regarding the moral aspects of corporate governance, and differences in corporate governance practices around the world have been widely documented and investigated. In such a context, the claims associated with moral relativism are relevant. The purpose of this paper is to provide a detailed consideration of how the metaethical and normative claims of moral relativism in particular can be applied to corporate governance. This objective is achieved, firstly, by reviewing what is meant (...) by metaethical moral relativism and identifying two ways in which the metaethical claim can be assessed. The possibility of a single, morally superior model of corporate governance is subsequently considered through an analysis of prominent works justifying the shareholder and stakeholder approaches, together with a consideration of academic agreement in this area. The paper then draws on the work of Wong, firstly in providing an argument supporting metaethical moral relativism and secondly regarding values of tolerance and/or accommodation that can contribute to the normative claim. The paper concludes by proposing an argument that it is morally wrong to impose a model of corporate governance where there are differences in moral judgements relevant to corporate governance, or to interfere with a model in similar circumstances, and closes with consideration of the argument’s implications. (shrink)

For several decades, business has operated according to the tenets of neoclassical economic theory, where the primary obligation of corporations is to maximize profit for shareholders. However, the larger social mandate for business has changed, represented by the rise of language such as "sustainable development", "corporate social responsibility" (CSR) and "stakeholder groups." Nevertheless, the theoretical shift implied by the use of such language has not occurred. Issues of sustainable development and CSR continue to be justified in the terms of neoclassical (...) economic theory through the rationalization of "doing well by doing good".Within this economic paradigm, CSR cannot move beyond enlightened self-interest (acting in socially responsible ways in order to further one''s own ends) because all behavior must be justified economically. This implies that corporate socially responsible behavior will simply cease when it becomes uneconomic, regardless of the impact on interrelated systems which in turn will re-impact the business realm. (shrink)

ABSTRACT:A key factor in the decision to convert a publicly owned company to private status is the expectation that value will be created, providing the firm with rent. These rents have implications regarding the property rights of the firm’s capital-contributing constituencies. We identify and analyze the types of rent associated with the newly private firm. Compared to public firms, going private allows owners the potential to partition part of the residual risk to bond holders and employees, rendering them to be (...) co-residual risk bearers with owners. We propose that new promotion-based contracts with bond holders and employees, reflecting their particular investments, be negotiated as the firm migrates from public to private status. These contracts should acknowledge the firm’s intent to maximize shareholder value and its need to take the risks necessary to do so, but support that the firm’s survival not be undermined due to its possibly opportunistic owners. (shrink)